Carefully
read the following terms and conditions of this agreement. By
accessing and using the design services of Vonderland Studios, you
("Customer") indicate the acceptance of the following terms
and conditions and you agree to be bound by them. IF YOU DO NOT AGREE
TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE VONDERLAND
STUDIOS SERVICES or associated services and promptly notify
Vonderland Studios in writing.

This
agreement constitutes the complete and exclusive statement of the
agreement between you and Vonderland Studios with respect to
Vonderland Studios design services and SUPERSEDES ANY PROPOSAL OR
PRIOR AGREEMENT, oral or written, and any other communications
relating to the subject matter of this agreement.

Now,
therefore, in consideration of the mutual covenants set forth herein,
Vonderland Studios and Customer agree as follows:

1. Order Acceptance, Payment and Rates

A.
All orders are subject to acceptance by Vonderland Studios. An order
will be deemed accepted by Vonderland Studios when Vonderland Studios
sends written confirmation of the order to Customer.

B.
Vonderland Studios shall bill Customer for any applicable set-up
fees, monthly fees, design fees and related services as selected by
Customer and provided by Vonderland Studios. Vonderland Studios
reserves the right to change the amount of, or basis for determining,
any fees or charges and institute new fees and charges upon prior
notice to Customer. All monthly fees and set-up fees shall be due in
advance of the month incurred and all additional charges shall be due
at the end of the month in which such charges are incurred. Except as
provided in Section 3, the set-up fees are nonrefundable. If payment
by Customer's bank is denied, or Customer's check is returned to
Vonderland Studios for any reason, or Customer otherwise fails to
make any payments owing to Vonderland Studios, Vonderland Studios
may, at it's discretion, suspend or terminate access to Vonderland
Services and/or terminate this Agreement. Customer's right to use
Vonderland Services are subject to any limits established by
Vonderland or by the Customer's bank. Interest charges of 1% per
month (or the highest rate permitted by law if lower than 1% per
month) will accrue daily on any unpaid balance, which is more than
thirty (30) days overdue. Customer shall be responsible for any and
all taxes related to this Agreement.

C.
Vonderland Studios charges flat rate fee of $110 per hour for Design
Services, $95 per hour for Programming Services, and $85 for
Production Services it provides. These flat rate fees are subject to
change upon prior notice to Customer.

2. Vonderland Studios Services

A.
During the term of this Agreement, Vonderland Studios shall provide
Services to Customer according to an agreement (either written or
verbal) accepted by Customer. The specific Services to be provided to
Customer shall be established by correspondence between Vonderland
Studios and Customer. Such Services shall be deemed incorporated by
reference into this Agreement, as if fully set forth herein.
Vonderland Studios and Customer shall retain copies of such Services
for future reference.

B.
At Customer's request, Vonderland Studios will acquire an Internet
Domain Name ("Domain Name"), from a Contracted Registrar on
behalf of Customer. Customer's request for and/or acceptance of a
Domain Name obtained by Vonderland Studios shall in all cases
constitute Customer's waiver of any and all claims which Customer may
have, or which may later arise, against Vonderland Studios or its
third party affiliates, for any and all damages, losses, claims or
expenses arising our or related to the acquisition, registration
and/or use of the Domain Name. Any cost incurred by Vonderland
Studios to obtain and/or maintain the Domain Name on behalf of
Customer shall be charged to Customer by Vonderland Studios. Request
for and acceptance of a domain name requires Vonderland Studios to
supply the domain name to the Contracted Registrar, which in turns
supplies the Domain Name to third parties. Vonderland Studios will be
the sole billing and technical contact for the Domain Name.

3. Rules and Regulations

From
time to time Vonderland Studios may impose reasonable rules and
regulations regarding the use of Vonderland Studios Services. Such
rules and regulations are called acceptable use policies and are
posted on Vonderland web site at http://www.Vonderland.com. All such
acceptable use policies are incorporated by reference into this
Agreement as is fully set forth herein.

4. License Grant

During
the term of this Agreement, Vonderland Studios grants to Customer a
non-exclusive, personal, non-transferable license to access and use
Vonderland Studios Services. Vonderland Studios may modify Vonderland
Studios Services at any time for any reason and may provide modified
versions of Vonderland Studios Services to Customer.

5. Intellectual Property Rights

Customer
acknowledges and agrees that Vonderland Studios Services constitute
confidential and proprietary information of Vonderland Studios and
its licensors and embodies trade secrets and intellectual property of
Vonderland Studios and its licensors protected under United States
copyright and other laws and international treaty provisions.
Customer further acknowledges that all right, title, and interest in
and to all parts of Vonderland Studios Services, including, without
limitation, associated intellectual property rights, are and shall
remain with Vonderland Studios and its licensors. Customer shall not,
and shall cause its employees and agents not to, disclose or transfer
any portion of Vonderland Studios Services to any third party.
Customer further agrees not to translate, decompile, reverse
engineer, disassemble, modify, reproduce, rent, lease, lend,
sublicense, distribute, remarket or otherwise dispose of any portion
of Vonderland Studios Services. Customer hereby acknowledges that, if
Vonderland Studios at any time or from time to time performs any
customizations or modifications to Vonderland Studios Services, all
rights and interests to such customizations or modifications shall be
the sole property of Vonderland Studios.

6. Term and Termination

A.
This Agreement shall have an initial term of one (1) year and shall
thereafter automatically renew for successive one (1) year periods.
This Agreement and Customer's access to Vonderland Studios Services
shall terminate as follows: (i) Either party may terminate upon
thirty (30) days prior notice; (ii) Vonderland Studios may
immediately and without prior notice terminate upon a violation by
Customer of Vonderland Studios acceptable use policies; (iii)
Vonderland Studios may terminate immediately and without prior notice
in accordance with Section 1; and (iv) Vonderland Studios may
terminate immediately if, after 15 days prior notice to Customer,
Customer has failed to correct any breach of this Agreement.

B.
Upon any termination in accordance with Section 8(A)(i), Vonderland
Studios shall permit Customer forty-eight (48) hours to download or
otherwise copy any of Customer's information and data residing on
Vonderland Studios facilities prior to removing such information and
data from Vonderland Studios facilities. Upon termination by
Vonderland Studios under Sections 8(B)(ii), (iii) or (iv), Vonderland
Studios may immediately remove all of Customer's data and information
from Vonderland Studios facilities and Customer shall have no right
to copy or download such data or information, and, in such event, all
such information and data, including all copyrighted or copyrightable
material therein, shall then become the property of Vonderland
Studios. In cases where Customer's account has been cancelled, and
Customer is requesting reactivation, Vonderland Studios, at it's
option, may reactivate the same account, only if the account had been
cancelled less than sixty (60) days prior. After sixty (60) days,
Customer will be required to set up a new account.

VONDERLAND
STUDIOS PROVIDES VONDERLAND STUDIOS SERVICES ON AN "AS IS"
BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, whether express or
implied, including, but without limitation, any implied warranty of
merchantability, or fitness for a particular purpose.

While
Vonderland Studios makes reasonable efforts to maintain Vonderland
Studios Services, many factors are not within Vonderland Studios
control. Therefore, Vonderland Studios does not warrant, and is not
responsible for (even if caused by the negligence of Vonderland
Studios) any loss of data, delays, non-delivery or misdelivery of
information, lack of access, slows response time, or service
interruptions or errors. Loss, delay or non-delivery of data can be
due to but not limited to Vonderland Studios own negligence, viruses
or other third parties. Customer's data is defined as any data held
by Vonderland Studios and includes account information, web hosting
data, email and domain name services. This disclaimer and waiver
shall apply equally to any and all third party providers. Vonderland
Studios provides no warranty to customer regarding the accuracy of
usage statistics, which Vonderland Studios may provide in its
discretion. Further, no advice or information given by a Vonderland
Studios representative shall create a warranty or serve as an
amendment to this agreement.

Vonderland Studios
has the right to change prices, or add or delete product features of
any existing product or service. The right to change products or
services extends to any software supporting a product or service.
Vonderland Studios reserves the right to change prices or material
features at any time upon 30 days prior notice. Vonderland Studios
reserves the right to institute new fees or new material features at
any time upon 30 days prior notice. Vonderland Studios has the right
to discontinue products or services and the right to remove or
reassign IP addresses of a customer's web site. Vonderland Studios
also has the right to deactivate a customer's service with a thirty
(30) day notice. Except for certain products and services
specifically identified as being offered by Vonderland Studios,
Vonderland Studios does not control any materials, information,
products, or services on the Internet. The Internet contains unedited
materials, some of which are sexually explicit or may be offensive to
you. Vonderland Studios has no control over and accepts no
responsibility for such materials. You assume full responsibility and
risk for use of the services and the Internet and are solely
responsible for evaluating the accuracy, completeness, and usefulness
of all services, products, and other information, and the quality and
merchantability of all merchandise provided through the service or
the Internet.

8. Limitation of Liability and Damages

THE
TOTAL AGGREGATE LIABILITY OF VONDERLAND STUDIOS TO CUSTOMER SHALL BE
LIMITED TO THE AMOUNT PAID TO VONDERLAND STUDIOS BY CUSTOMER
HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING A CLAIM IN
WHICH VONDERLAND STUDIOS IS LIABLE TO CUSTOMER. IN NO EVENT SHALL
VONDERLAND STUDIOS BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY,
PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR
LOSS OF BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED UPON
BREACH OF CONTRACT, TORT, OR OTHERWISE AND WHETHER OR NOT VONDERLAND
STUDIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Confidentiality

Customer
acknowledges that by reason of its relationship with Vonderland
Studios, it may have access to certain information and materials
relating to Vonderland Studios business, customers, software
technology and marketing which Vonderland Studios treats as
confidential (collectively "Confidential Information").
Customer shall: (i) hold in confidence, and not disclose or reveal to
any person or entity, any Confidential Information without the clear
and express prior written consent of a duly authorized representative
of Vonderland; and (ii) not use or disclose any of the Confidential
Information for any purpose at any time, other than for the limited
purpose of performance under this Agreement. These obligations shall
continue indefinitely for so long as the Confidential Information is
a trade secret under applicable law and shall continue for two (2)
years following termination of this Agreement with respect to
Confidential Information, which does not rise to the level of a trade
secret.

10. Indemnification

Customer
shall indemnify and hold Vonderland Studios harmless against all
third party claims, demands, suits, actions, judgments, losses,
costs, damages (direct, indirect and consequential), attorney's fees
and expenses that Company may sustain or incur by reason of any
breach or alleged breach of any term or condition of this Agreement
(including reasonable attorney's fees) and for any act or omission of
Customer or its clients which are in any way related to Vonderland
Service.

11. Export Control

Customer
agrees not to export or re-export any portion of Vonderland Studios
Service outside of the United States. Customer further agrees to
comply with all United States and other applicable laws, rules and
regulations relating to the export, re-export or transshipment of
Vonderland Services.

12. Force Majeure

Either
party shall be excused from any delay or failure in performance
hereunder caused by reason of any occurrence or contingency beyond
its reasonable control, including but not limited to, acts of God,
earthquake, labor disputes and strikes, riots, war, and governmental
requirements. The obligations and rights of the party so excused
shall be extended on a day-to-day basis for the period of time equal
to that of the underlying cause of the delay.

13. Miscellaneous

Customer
may not assign its rights or delegate any of its duties under this
Agreement without our prior written consent of Vonderland Studios,
and any attempted assignment or delegation without such consent shall
be void. If one or more provisions of this Agreement shall be held to
be invalid, illegal, or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not be affected or
impaired thereby. Nothing in this Agreement or in the understanding
of the parties construes upon the parties the status of partners or
joint ventures. Vonderland may subcontract any work, obligations or
other performance required of Vonderland under this Agreement without
consent of Customer. Other than the termination of this agreement,
all notices provided hereunder sent by email, mail or certified mail
to Vonderland, will be effective upon transmission. Vonderland
Studios has the right to amend the Agreement from time to time, and
will do so by posting the new Agreement on the Vonderland Studios web
site under the Terms and Conditions at the Policies and Agreements
page. The Agreement shall be governed by the laws of California,
without giving effect to applicable conflict of laws provisions. The
federal and state courts located in Los Angeles, California alone
have jurisdiction over all disputes arising out of or related to this
Agreement and the Services. You consent to the personal jurisdiction
of such courts sitting in California with respect to such matters or
otherwise between you and Vonderland, and waive your rights to
removal or consent to removal. In the event any litigation or other
proceeding is brought by either Party in connection with this
Agreement, the prevailing Party in such litigation or other
proceedings.